NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, OR INTO OR FROM CANADA, AUSTRALIA, JAPAN, NEW ZEALAND AND THE REPUBLIC OF SOUTH AFRICA.
This announcement is an advertisement and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in Aberforth Split Level Income Trust plc ("ASLIT") or Aberforth Geared Income Trust plc (“AGIT") or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities. Any investment decision must be made exclusively on the basis of the final prospectus published by ASLIT and any supplement thereto or the final circular published by AGIT.
29 June 2017
Aberforth Split Level Income Trust plc (“ASLIT”) and Aberforth Geared Income Trust plc (“AGIT”)
Further to AGIT’s announcements dated 20 June 2017 and 27 June 2017, the demand for Ordinary Shares and ZDP Shares in ASLIT at 100 pence each was as follows:
|Demand for ASLIT Ordinary Shares||Demand for ASLIT ZDP Shares|
|AGIT Ordinary Shareholders under the Scheme||£162.1m||Not applicable|
|AGIT ZDP Shareholders under the Scheme||£5.6m||£58.0m|
|ASLIT Offer for Subscription||£3.1m||£2.0m|
185.8 million ASLIT Ordinary Shares will be issued under the Scheme, Placing and Offer for Subscription in aggregate, to satisfy demand under the table above.
46.5 million ASLIT ZDP Shares will be issued to satisfy the aggregate demand for ASLIT ZDP Shares shown in the table above. The ASLIT Board has been required to scale back elections and subscriptions for ASLIT ZDP Shares and, in doing so, has sought to give preference, so far as practicable, to those investors who subscribed for or rolled into ASLIT Ordinary Shares in accordance with the policy described in the ASLIT Prospectus.
Certain AGIT ZDP Shareholders elected to receive ASLIT Ordinary Shares and ASLIT ZDP Shares in the Ratio to the extent that any element of their election for ASLIT ZDP Shares would otherwise have been satisfied in cash as a consequence of scaling back. An additional 4.5 million ASLIT Ordinary Shares and 1.1 million ASLIT ZDP Shares will be issued in this regard.
Accordingly, application is being made for 190,250,000 ASLIT Ordinary Shares and 47,562,500 ASLIT ZDP Shares to be admitted to listing on the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange at 8.00 a.m. on 3 July 2017. The Admission and completion of the scheme remain subject also to the passing of the resolution at the second general meeting of AGIT to be held at 11am on 30 June 2017.
|All references are to UK time.||2017|
|Amendment to the Offcial List and dealings in Reclassifed Shares commence on the London Stock Exchange||8.00 a.m. on Thursday, 29 June|
|Dealings in Reclassifed Shares suspended||7.30 a.m. on Friday, 30 June|
|Second Meeting||11.00 a.m. on Friday, 30 June|
|Effective Date for implementation of the Proposals and commencement of the liquidation of AGIT||Friday, 30 June|
|Admission to listing of the ASLIT Shares to be issued pursuant to the Scheme and of the ASLIT Shares to be issued pursuant to the ASLIT Placing and Offer||8.00 a.m. on Monday, 3 July|
|ASLIT Shares issued in uncertifcated form credited to CREST accounts of Shareholders under the Scheme||8.00 a.m. on Monday, 3 July|
|ASLIT Shares issued in uncertifcated form credited to CREST accounts of ASLIT Shareholders under the Placing and Offer||11.00 a.m. on Monday, 3 July|
|CREST payments made in respect of cash entitlements of Shareholders under the Scheme||Friday, 7 July|
|Cheques despatched in respect of cash entitlements of Shareholders under the Scheme||Friday, 7 July|
|Defnitive certifcates in respect of ASLIT Shares issued in certifcated form pursuant to the Scheme despatched to Shareholders entitled thereto||week commencing Monday, 10 July|
|Cancellation of listing of the Reclassifed Shares||Monday, 10 July|
Each of the times and dates in the above expected timetable (other than in relation to the Meetings) may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notifed to Shareholders by an announcement through a Regulatory Information Service provider.
Terms used in this announcement shall have the same meaning as set out in the Prospectus issued by ASLIT and the Circular published by AGIT on 19 May 2017.
For further information, please contact:
Aberforth Partners LLP +44 (0) 131 220 0733
Advisers to AGIT
Dickson Minto W.S. +44 (0) 207 649 6823
Advisers to ASLIT
J.P. Morgan Cazenove (JPMC) +44 (0) 207 742 4000
Kepler Partners LLP +44 (0) 203 384 8796
Hugh van Cutsem
The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time.
Dickson Minto W.S., which is authorised and regulated by the Financial Conduct Authority, is acting only for AGIT in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible to anyone other than AGIT for providing the protections afforded to clients of Dickson Minto W.S. or advice to any other person in relation to the matters contained herein.
J.P. Morgan Cazenove, which is authorised and regulated by the Financial Conduct Authority, is acting only for ASLIT in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible to anyone other than ASLIT for providing the protections afforded to clients of J.P. Morgan Cazenove or advice to any other person in relation to the matters contained herein.
Kepler Partners LLP, which is authorised and regulated by the Financial Conduct Authority, is acting only for ASLIT in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible to anyone other than ASLIT for providing the protections afforded to clients of Kepler Partners LLP or advice to any other person in relation to the matters contained herein.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements on historical facts included in this announcement, including, without limitation, those regarding AGIT's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and, accordingly, ASLIT's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Aberforth Partners LLP and Dickson Minto W.S. expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.
None of AGIT, ASLIT, Aberforth Partners LLP, J.P. Morgan Cazenove or Dickson Minto W.S., or any of their respective affiliates, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of this information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to AGIT or associated companies, whether written, oral or in visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. AGIT, ASLIT, Aberforth Partners LLP and Dickson Minto W.S., and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
This announcement does not constitute a prospectus relating to ASLIT, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in AGIT or ASLIT in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus published by ASLIT on 19 May 2017.
Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient. Copies of the prospectus are available from www.morningstar.co.uk/uk/nsm.